Exhibit 4.79(d)


 





 


Comet Ridge Project

Shareholder Deed of Security


 


Dated                                                                        9
June 2004


 


Slough Estates USA Inc. (“Slough USA”)


Tipperary Oil & Gas Corporation  (ARBN 102 958 734)
(“TOGC”)


Tipperary Oil and Gas (Australia) Pty
Limited (ABN 46 077 536 871) “TOGA”)


ANZ Fiduciary Services Pty Ltd (ABN 91
100 709 493) (“Security Trustee”)


 


 


Mallesons Stephen Jaques


Level 60


Governor Phillip Tower


1 Farrer Place


Sydney  
NSW   2000


Australia


T +61 2 9296 2000


F +61 2 9296 3999


DX 113 Sydney


www.mallesons.com


 

















 


Contents


 


	
  Details

  	
   

  
	
   

  	
   

  
	
  General terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Consideration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Mortgage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Mortgage of Mortgaged
  Interest

  	
   

  
	
  2.2

  	
   

  	
  Agreement
  to reassign

  	
   

  
	
  2.3

  	
   

  	
  Mortgage

  	
   

  
	
  2.4

  	
   

  	
  Mortgagor
  as trustee

  	
   

  
	
  2.5

  	
   

  	
  Ensure no default

  	
   

  
	
  2.6

  	
   

  	
  Joint and individual
  liability

  	
   

  
	
  2.7

  	
   

  	
  Survival
  of obligations

  	
   

  
	
  2.8

  	
   

  	
  Limited recourse

  	
   

  
	
  2.9

  	
   

  	
  When the limit does not
  apply

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Obligations
  to deposit documents and give notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Documents
  relating to Mortgaged Documents

  	
   

  
	
  3.2

  	
   

  	
  Mortgaged
  Documents

  	
   

  
	
  3.3

  	
   

  	
  Obligations
  at signing of mortgage in respect of Mortgaged Shares

  	
   

  
	
  3.4

  	
   

  	
  Obligations
  after signing of mortgage in respect of Mortgaged Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Restrictions
  on dealing with Secured Property

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Restricted
  dealings with any of the Secured Property

  	
   

  
	
  4.2

  	
   

  	
  Priority
  agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Payments,
  interest and currency conversion

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  When
  a Mortgagor must pay

  	
   

  
	
  5.2

  	
   

  	
  Payments

  	
   

  
	
  5.3

  	
   

  	
  Interest

  	
   

  
	
  5.4

  	
   

  	
  Interest
  capitalised

  	
   

  
	
  5.5

  	
   

  	
  Obligation
  not affected

  	
   

  
	
  5.6

  	
   

  	
  Interest following judgment

  	
   

  
	
  5.7

  	
   

  	
  Currency
  conversion

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Income and voting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Before an Event of Default

  	
   

  
	
  6.2

  	
   

  	
  After
  an Event of Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Covenants in
  respect of Secured Property

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  General

  	
   

  
	
  7.2

  	
   

  	
  Further
  assurances

  	
   

  
	
  7.3

  	
   

  	
  Security Trustee
  may fill in blanks

  	
   

  
	
  7.4

  	
   

  	
  Security Trustee may
  register

  	
   

  



 


i

















 


	
  7.5

  	
   

  	
  Notice to Security Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Rights and powers
  of Security Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Authority to deal

  	
   

  
	
  8.2

  	
   

  	
  Right to rectify

  	
   

  
	
  8.3

  	
   

  	
  No
  liability to account

  	
   

  
	
  8.4

  	
   

  	
  Security
  Trustee may give up possession

  	
   

  
	
  8.5

  	
   

  	
  No obligation on
  Security Trustee

  	
   

  
	
  8.6

  	
   

  	
  Security
  Trustee may rely on third party certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Representations
  and warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  General

  	
   

  
	
  9.2

  	
   

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Events of Default

  	
   

  
	
  10.2

  	
   

  	
  Investigation of default

  	
   

  
	
  10.3

  	
   

  	
  Security Trustee’s
  powers on default

  	
   

  
	
  10.4

  	
   

  	
  Order
  of enforcement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  Appointment of Receiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Security Trustee may
  appoint

  	
   

  
	
  11.2

  	
   

  	
  Removal

  	
   

  
	
  11.3

  	
   

  	
  Appointment of new Receiver

  	
   

  
	
  11.4

  	
   

  	
  Receiver is Mortgagor’s
  agent

  	
   

  
	
  11.5

  	
   

  	
  Remuneration

  	
   

  
	
  11.6

  	
   

  	
  Two or
  more Receivers

  	
   

  
	
  11.7

  	
   

  	
  Exercise of powers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Powers of Receiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Disposal of
  the Secured Property is final

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Exclusion of
  statutory notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  No requirement to give
  notice

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Costs,
  charges, expenses and indemnities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.1

  	
   

  	
  Costs

  	
   

  
	
  15.2

  	
   

  	
  Scope of costs

  	
   

  
	
  15.3

  	
   

  	
  Indemnity

  	
   

  
	
  15.4

  	
   

  	
  Payment of third party losses

  	
   

  
	
  15.5

  	
   

  	
  Currency
  indemnity

  	
   

  
	
  15.6

  	
   

  	
  Acts to be done at
  Mortgagor ‘s cost

  	
   

  
	
  15.7

  	
   

  	
  Exclusion

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Application of money

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.1

  	
   

  	
  Application

  	
   

  
	
  16.2

  	
   

  	
  Order of Payment

  	
   

  



 


ii

















 


	
  16.3

  	
   

  	
  Amount
  to be credited

  	
   

  
	
  16.4

  	
   

  	
  Contingent
  payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  Preservation
  of Security Trustee’s rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
   

  	
  Rights and
  liabilities not affected

  	
   

  
	
  17.2

  	
   

  	
  No merger with
  Mortgagor’s undertaking

  	
   

  
	
  17.3

  	
   

  	
  Other Encumbrances or
  judgments

  	
   

  
	
  17.4

  	
   

  	
  Current
  obligations

  	
   

  
	
  17.5

  	
   

  	
  Collateral Security
  not affected

  	
   

  
	
  17.6

  	
   

  	
  Security Trustee
  may retain documents

  	
   

  
	
  17.7

  	
   

  	
  No
  requirement to resort to other Encumbrances

  	
   

  
	
  17.8

  	
   

  	
  No
  obligation to inquire

  	
   

  
	
  17.9

  	
   

  	
  Title not affected by
  notice

  	
   

  
	
  17.10

  	
   

  	
  Liability
  not affected

  	
   

  
	
  17.11

  	
   

  	
  Claims that payments are
  void

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  Power of attorney

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.1

  	
   

  	
  Appointment

  	
   

  
	
  18.2

  	
   

  	
  Scope of power

  	
   

  
	
  18.3

  	
   

  	
  Ratification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  Priority amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.1

  	
   

  	
  Form of notice

  	
   

  
	
  20.2

  	
   

  	
  Delivery

  	
   

  
	
  20.3

  	
   

  	
  When effective

  	
   

  
	
  20.4

  	
   

  	
  Deemed receipt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  Encumbrances and assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.1

  	
   

  	
  Prompt performance

  	
   

  
	
  22.2

  	
   

  	
  Consent

  	
   

  
	
  22.3

  	
   

  	
  Certificate

  	
   

  
	
  22.4

  	
   

  	
  Exercise of rights

  	
   

  
	
  22.5

  	
   

  	
  Waiver
  and variation

  	
   

  
	
  22.6

  	
   

  	
  Supervening legislation

  	
   

  
	
  22.7

  	
   

  	
  Approvals
  and consent

  	
   

  
	
  22.8

  	
   

  	
  Set off

  	
   

  
	
  22.9

  	
   

  	
  Remedies cumulative

  	
   

  
	
  22.10

  	
   

  	
  No liability for loss

  	
   

  
	
  22.11

  	
   

  	
  Conflict of interest

  	
   

  
	
  22.12

  	
   

  	
  Security
  Trustee or Receiver in possession

  	
   

  
	
  22.13

  	
   

  	
  Continuing
  security

  	
   

  
	
  22.14

  	
   

  	
  Indemnities

  	
   

  
	
  22.15

  	
   

  	
  Inconsistent law

  	
   

  
	
  22.16

  	
   

  	
  Superannuation legislation

  	
   

  



 


iii

















 


	
  22.17

  	
   

  	
  Time of the essence

  	
   

  
	
  22.18

  	
   

  	
  Confidentiality

  	
   

  
	
  22.19

  	
   

  	
  Each
  signatory bound

  	
   

  
	
  22.20

  	
   

  	
  Receipts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  Governing
  law, jurisdiction and service of process

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.1

  	
   

  	
  Governing law, jurisdiction

  	
   

  
	
  23.2

  	
   

  	
  Service of process

  	
   

  
	
  23.3

  	
   

  	
  Appointment of Process Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24

  	
   

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25

  	
   

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25.1

  	
   

  	
  Definitions

  	
   

  
	
  25.2

  	
   

  	
  Interpretation

  	
   

  
	
  25.3

  	
   

  	
  Headings

  	
   

  
	
  25.4

  	
   

  	
  Cross-referred definitions

  	
   

  
	
  25.5

  	
   

  	
  Payment of all the
  Secured Money

  	
   

  
	
  25.6

  	
   

  	
  Capacity of Security
  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  1 - (Clause 3.2) Notice of Assignment - Mortgaged Document or agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  2 - (Clause 26.1) Definition of Security Notice

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 3 - Deeds of
  Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signing
  page

  	
   

  



 


iv

















 


Comet Ridge Project

Shareholder Deed of Security


Details


 


Interpretation –
definitions are at the end of the General terms


 


	
  Parties

  	
   

  	
  Mortgagors
  and Security Trustee

  
	
   

  	
   

  	
   

  
	
  Slough USA

  	
   

  	
  Name

  	
   

  	
  Slough Estates USA Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  444 North Michigan Avenue, Suite 3230, Chicago,
  Illinois 60611

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 312 755 0700

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1 312 755 0717

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Marshall D Lees

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOGC

  	
   

  	
  Name

  	
   

  	
  Tipperary Oil & Gas Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  18 595 169 951

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  633 17th Street, Suite 1550, Denver, Colorado 80202

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +1 303 293 9379

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1 303 292 3428

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  David L Bradshaw

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOGA

  	
   

  	
  Name

  	
   

  	
  Tipperary Oil & Gas (Australia) Pty Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  46 077 536 871

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Incorporated in

  	
   

  	
  Commonwealth of Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 20, 307 Queen Street, Brisbane, Queensland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 7 3229 5774

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 7 3229 5772

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Richard A Barber

  



 


1

















 


	
  Security Trustee

  	
   

  	
  Name

  	
   

  	
  ANZ Fiduciary Services Pty Ltd

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  ABN 91 100 709 493

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 17, 530 Collins Street, Melbourne Victoria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  +61 3 9273 2604

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +61 3 9273 3670

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Security Trustee - Tipperary Project

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Governing law

  	
   

  	
  Queensland

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of deed

  	
   

  	
  See Signing page

  	
   

  	
   

  



 


2

















 


General
terms


 


1                                          Consideration


 


Each Mortgagor acknowledges giving this
mortgage and incurring obligations and giving rights under this mortgage for
valuable consideration received from the Security Trustee and the Security
Beneficiaries.


 


2                                          Mortgage


 


2.1                                Mortgage of Mortgaged Interest


 


Subject to clause 2.2 (“Agreement to reassign”),
each Mortgagor assigns all of the Mortgaged Interests of that Mortgagor to the
Security Trustee by way of legal mortgage as security for payment of the
Secured Money.


 


2.2                                Agreement
to reassign


 


The Security Trustee agrees to reassign all of the
Mortgaged Interests of a Mortgagor to that Mortgagor at the request of that
Mortgagor on payment of all of the Secured Money including Secured Money
falling within paragraph (d) of the definition of Secured Money.


 


2.3                                Mortgage


 


Each Mortgagor:


 


(a)                                   mortgages to the Security
Trustee all of the Present Shares of that Mortgagor by way of equitable
mortgage; and


 


(b)                                  mortgages to the Security
Trustee all of the New Rights of that Mortgagor existing at the date of this
mortgage by way of equitable mortgage; and


 


(c)                                   agrees to mortgage to the
Security Trustee, when acquired by the Mortgagor, all of the Future Shares of
that Mortgagor; and


 


(d)                                  agrees to mortgage to the
Security Trustee, when acquired by the Mortgagor, all of the New Rights of that
Mortgagor which arise after the date of this mortgage,


 


as security for payment of the Secured Money.


 


2.4                                Mortgagor
as trustee


 


Each Mortgagor assigns the Secured Property of that
Mortgagor by way of legal mortgage and mortgages the Secured Property of that
Mortgagor, as applicable, as beneficial owner unless a Mortgagor is a trustee
or holds any property on trust (whether express, constructive, by operation of
law or


 


3

















 


otherwise).  In
that case, that Mortgagor assigns by way of legal mortgage and mortgages, as
applicable:


 


(a)                                   the Secured Property
comprising the trust fund of the trust or which it holds on trust (whether
express, implied, constructive, by operation of law or otherwise) as trustee;
and


 


(b)                                  the balance of the Secured
Property as beneficial owner.


 


2.5                                Ensure
no default


 


Each Mortgagor agrees to ensure that there is no Event
of Default or Potential Event of Default.


 


2.6                                Joint and individual liability


 


Each Mortgagor is liable for all the obligations under
this mortgage both individually and jointly with any one or more other persons
named in this mortgage as Mortgagor.


 


2.7                                Survival
of obligations


 


Each Mortgagor’s obligations under this mortgage
continue even if the Security Trustee releases the Secured Property from this
mortgage.


 


2.8                                Limited
recourse


 


For the purposes of this clause 2.8, references
in it to Mortgagor do not include
TOGA (as the Security Trustee’s recourse to TOGA is not intended to be limited
in any way).


 


A Mortgagor’s liability to pay any amount under this
mortgage may be discharged from, and the recourse of the Security Trustee in
respect of that liability is limited to, only the Secured Property of that
Mortgagor.


 


This applies despite anything else in this mortgage
but subject to the rest of this clause 2.8 and clause 2.9 (“When the limit does
not apply”).


 


The Security Trustee may:


 


(a)                                   do anything
necessary to enforce its rights in connection with the Secured Property; and


 


(b)                                  take proceedings to
obtain:


 


(i)                                      an injunction or
other order to restrain any breach of the Finance Documents by a Mortgagor; or


 


(ii)                                   declaratory relief
or other similar judgment or order as to the obligations of a Mortgagor under
the Finance Documents.


 


However, the Security Trustee may not seek to recover any shortfall in
the amounts owing to it by a Mortgagor under this mortgage by bringing
proceedings against that Mortgagor or applying to have it wound up.


 


4

















 


2.9                                When the limit does not apply


 


For the purposes of this clause 2.9, references
in it to Mortgagor do not include
TOGA (as the Security Trustee’s recourse to TOGA is not limited in any way).


 


The Security Trustee may take action against a
Mortgagor personally for all amounts payable by it under this mortgage in the
event of:


 


(a)                                   the Mortgagor’s fraud, gross
negligence or wilful misconduct in connection with the Finance Documents; or


 


(b)                                  a representation or warranty by
or on behalf of the Mortgagor under the Finance Documents being found to have
been incorrect or misleading when made or taken to be made; or


 


(c)                                   the Mortgagor’s failure to
comply with its obligations (other than an obligation to pay money) under the
Finance Documents.


 


3                                          Obligations to deposit documents and give notices


 


3.1                                Documents relating to Mortgaged Documents


 


Each Mortgagor agrees to deposit with the
Security Trustee or its nominee immediately or as soon as the Mortgagor
receives them all documents comprising each Mortgaged Document.


 


3.2                                Mortgaged
Documents


 


Each Mortgagor must:


 


(a)                                   at the request of the Security
Trustee, procure the Third Party to any document, obligation or arrangement
which the Security Trustee determines is material, to enter into a tripartite
agreement with the Security Trustee and the Mortgagor on such terms as the
Security Trustee reasonably requires; 
and


 


(b)                                  upon the reasonable request of
the Security Trustee in respect any Mortgaged Documents or any agreement
(written or otherwise) which constitutes, evidences or is connected with a
Mortgaged Interest entered into or which arises after the date of this deed,
give notice to each Third Party of this mortgage over and in respect of the
Mortgaged Document or that agreement, such notice to be in substantially the
form of schedule 1 (or such other form as reasonably required by the Security
Trustee); and


 


(c)                                   agrees to procure that the
Third Party delivers as soon as practicable to the Security Trustee a copy of
that notice with the endorsement signed on behalf of the Third Party; and


 


(d)                                  paragraph (a) does not limit
paragraph (b) and vice versa.


 


5

















 


3.3                                Obligations at signing of mortgage in respect of
Mortgaged Shares


 


Each Mortgagor agrees to deposit with the Security
Trustee or its nominee at the time of the Mortgagor’s execution of this
mortgage:


 


(a)                                   the Certificates in respect of
the Present Shares of that Mortgagor; and


 


(b)                                  the number of Transfers
specified by the Security Trustee of the Present Shares of that Mortgagor with
the name of the transferee and the consideration and date left blank.


 


3.4                                Obligations after signing of mortgage in respect of
Mortgaged Shares


 


Each Mortgagor agrees to:


 


(a)                                   if the Security Trustee asks,
immediately give to any Issuer, broker, share register or other person
reasonably specified by the Security Trustee, an irrevocable direction (in a
form approved by the Security Trustee) to deliver to the Security Trustee or
its nominee any Certificates held or issued by that person in respect of the
Mortgaged Shares of that Mortgagor. 
Each Mortgagor agrees to give to the Security Trustee a copy of the
direction, immediately after giving it; and


 


(b)                                  deposit with the Security
Trustee or its nominee the following in respect of Future Shares immediately
after the Mortgagor acquires Future Shares:


 


(i)                                      a Security Notice; and


 


(ii)                                   the Certificates (if any) in
respect of the Future Shares; and


 


(iii)                                the number of Transfers
specified by the Security Trustee with the name of the transferee and the
consideration and date left blank; and


 


(c)                                   immediately deposit with the Security
Trustee or its nominee agreements, documents or evidence which the Security
Trustee requires in respect of any Future Shares or any New Rights.


 


4                                          Restrictions on dealing with Secured Property


 


4.1                                Restricted dealings with any of the Secured Property


 


Without the consent of the Security Trustee, a
Mortgagor may not, and may not agree, purport, attempt or take any step, to do
any of the following except to the extent expressly permitted by the Project
Facilities Agreement (provided it is not otherwise prohibited by the Project
Facilities Agreement and will not otherwise give rise to a breach of the
Project Facilities Agreement, a Potential Event of Default or an Event of
Default):


 


(a)                                   sell or dispose of  the
Secured Property; or


 


6

















 


(b)                                  part with possession of the
Secured Property; or


 


(c)                                   allow a set-off or combination
of accounts; or


 


(d)                                  cause or permit a Mortgaged
Document to be varied, repudiated, rescinded or terminated or rendered void,
voidable or unenforceable; or


 


(e)                                   abandon, settle, compromise or
discontinue or become nonsuited in respect of proceedings against any person
(other than the Security Trustee) in connection with the Secured Property
(including a Third Party); or


 


(f)                                     create or allow to exist
another Encumbrance in connection with the Secured Property; or


 


(g)                                  waive any of its rights or
release any person from their obligations in connection with the Secured
Property; or


 


(h)                                  take any action which will
operate to convert a Certificated Share into an Uncertificated Share; or


 


(i)                                      deal in any other way with the
Secured Property, this mortgage or any interest in them, or allow any interest
in them to arise or be varied.


 


4.2                                Priority
agreement


 


If a Mortgagor creates or allows to exist an
Encumbrance other than a Permitted Encumbrance over the Secured Property or
agrees, proposes to or takes any steps to do so without the consent of the
Security Trustee, then, despite anything contained in this mortgage, any
Collateral Security or any Transaction Document:


 


(a)                                   the Mortgagor must immediately
procure that; and


 


(b)                                  the Security Trustee and the
Secured Beneficiaries need not provide any further accommodation under the
Finance Documents until the Mortgagor procures that,


 


a priority agreement is entered into between the
persons and in a form acceptable to the Security Trustee.  The Security Trustee’s and Security
Beneficiaries’ other rights which arise if a Mortgagor so creates or allows to
exist an Encumbrance are not affected by this clause.


 


5                                          Payments, interest and currency conversion


 


5.1                                When
a Mortgagor must pay


 


Each Mortgagor agrees to pay the Secured Money in
accordance with the terms of any agreement in writing to do so between it and
the Security Trustee.  However, if
either:


 


(a)                                   there is no such agreement; or


 


7

















 


(b)                                  an Event of Default has
occurred,


 


each Mortgagor agrees to pay the Security Trustee on demand that part
of the Secured Money specified in the demand.


 


5.2                                Payments


 


Each Mortgagor agrees to make payments under this
mortgage:


 


(a)                                   in full without set-off or
counterclaim, and without deduction in respect of Taxes unless prohibited by
law; and


 


(b)                                  if the payment relates to the
Secured Money, in the currency in which the payment is due, and otherwise in
Australian dollars in immediately available funds.


 


5.3                                Interest


 


If a Mortgagor need not otherwise pay interest on the
Secured Money, then that Mortgagor agrees to pay interest on the Secured Money
from when it becomes due for payment, during the period that it remains unpaid,
on demand or at times determined by the Security Trustee, calculated on daily
balances.  The rate to be applied to
each daily balance of the Secured Money is 4% per annum above the 60 day Bank
Bill Swap Reference Rate last published on or before that day in the Australian
Financial Review (or if no such rate is published, another rate set by the
Security Trustee in good faith).


 


5.4                                Interest
capitalised


 


Interest payable under clause 5.3 (“Interest”) which
is not paid when due for payment may be capitalised by the Security Trustee at
intervals which the Security Trustee determines from time to time or if no
determination is made, then on the first day of each month.  Interest is payable on capitalised interest
at the rate and in the manner referred to in clause 5.3 (“Interest”).


 


5.5                                Obligation
not affected


 


A Mortgagor’s obligation to pay the Secured Money on
the date it becomes due for payment is not affected by clauses 5.3 (“Interest”)
and 5.4 (“Interest capitalised”).


 


5.6                                Interest following judgment


 


If a liability of a Mortgagor under this mortgage
becomes merged in a judgment or order, then the Mortgagors agree to pay
interest to the Security Trustee on the amount of that liability as an
independent obligation.  This interest
accrues from the date the liability becomes due for payment both before and
after the judgment or order until it is paid, at a rate that is the higher of
the rate payable under the judgment or order and the rate referred to in clause
5.3 (“Interest”).


 


5.7                                Currency
conversion


 


Each Mortgagor waives any right it has in any
jurisdiction to pay an amount other than in the currency in which it is
due.  However, if the Security Trustee
receives payment in a currency other than that in which it is due:


 


8

















 


(a)                                   the Security Trustee may
convert the amount received into the due currency on the day and at such rates
(including spot rate, same day value rate or value tomorrow rate) as the
Security Trustee reasonably considers appropriate.  It may deduct its usual Costs in connection with the conversion;
and


 


(b)                                  a Mortgagor satisfies its
obligation to pay in the due currency only to the extent of the amount of the
due currency purchased after deducting the Costs of conversion.


 


Each Mortgagor acknowledges that it may be
necessary for the Security Trustee to convert amounts received through a
currency other than the due currency.


 


6                                          Income and voting


 


6.1                                Before an Event of Default


 


Subject at all times to the Subordination Deed, until
an Event of Default occurs or any of the Secured Property is registered in the
Security Trustee’s name:


 


(a)                                   a Mortgagor is entitled to
retain all income in respect of its Secured Property which it receives under
and in accordance with the Project Facility Agreement and the Subordination
Deed; and


 


(b)                                  in respect of the Mortgaged
Shares:


 


(i)                                      each Mortgagor may exercise
any voting power in respect of its Mortgaged Shares as it sees fit; and


 


(ii)                                   the Security Trustee may not
exercise any voting power in respect of the Mortgaged Shares without the
relevant Mortgagor’s consent.


 


6.2                                After
an Event of Default


 


If an Event of Default occurs or any of the Secured
Property is registered in the Security Trustee’s name, then all rights of each
Mortgagor under clause 6.1 (“Before an Event of Default”) immediately cease
and:


 


(a)                                   each Mortgagor agrees to
procure that all income in respect of the Secured Property is paid directly to
the Security Trustee;


 


(b)                                  the Security Trustee is
entitled to exercise the rights referred to in clauses 6.1(b)(i); and


 


(c)                                   the Security Trustee may
exercise any rights to take up further Shares in an Issuer.


 


9

















 


7                                          Covenants in respect of Secured Property


 


7.1                                General


 


Each Mortgagor agrees to comply with all of its
obligations under the Finance Documents in accordance with their terms.


 


7.2                                Further
assurances


 


Each Mortgagor agrees at its own expense to:


 


(a)                                   execute in favour of the
Security Trustee, or as the Security Trustee directs, and in form stipulated by
the Security Trustee, further documents, including Encumbrances and blank transfers;
and


 


(b)                                  do any other things the
Security Trustee stipulates (such as obtaining consents, signing and producing
documents, producing receipts and getting documents completed and signed),


 


in order to:


 


(i)                                      provide more effective
security to the Security Trustee and each Security Beneficiary over the Secured
Property for the payment of the Secured Money; or


 


(ii)                                   enable the Security Trustee
and each Security Beneficiary to exercise its rights in connection with the
Secured Property; or


 


(iii)                                enable the Security Trustee to
register this mortgage with the priority required by the Security Trustee; or


 


(iv)                               enable the Security Trustee to
obtain the consent to the mortgage of any Third Party or of any other person;
or


 


(v)                                  facilitate the realisation of
any of the Secured Property; or


 


(vi)                               enable the Security Trustee to
register the power of attorney in clause 18 (“Power of attorney”) or a similar
power; or


 


(vii)                            show whether a Mortgagor is
complying with this mortgage.


 


7.3                                Security Trustee may fill in blanks


 


The Security Trustee or an Authorised Officer of the
Security Trustee may fill in any blanks in this deed and complete in favour of
the Security Trustee or anyone purchasing under the powers given by this deed
any instrument executed by or on behalf of a Mortgagor in blank and deposited
with the Security Trustee in connection with this deed or a document connected
with it (such as Corporations Act forms or transfers for the Secured Property).


 


7.4                                Security Trustee may register


 


The Security Trustee may register this mortgage at
each Mortgagor’s expense on any appropriate register and each Mortgagor agrees
to obtain all requisite consents under any Encumbrance over property of a
Mortgagor created prior


 


10

















 


to this mortgage. 
Each Mortgagor agrees to procure execution of all documents required by
the Security Trustee which are necessary to register this mortgage.


 


7.5                                Notice to Security Trustee


 


Each Mortgagor must immediately notify the Security
Trustee if that Mortgagor becomes registered to carry on business in Australia
under division 2 part 5B.2 of the Corporations Act and agrees to do everything
necessary to assist the Security Trustee in registering this mortgage on any
appropriate register in Australia or anywhere else in the world.


 


8                                          Rights and powers of Security Trustee


 


8.1                                Authority
to deal


 


The Security Trustee may assign or otherwise deal with
its rights under this mortgage in any way it considers appropriate.  If the Security Trustee does this, a
Mortgagor may not claim against any assignee (or any other person who has an
interest in this mortgage) any right of set-off or other rights that Mortgagor
has against the Security Trustee.


 


8.2                                Right
to rectify


 


The Security Trustee may do anything which should have
been done by a Mortgagor under this mortgage or the Transaction Documents but
which has not been done or which the Security Trustee considers has not been
done properly.  If the Security Trustee
does so, each Mortgagor agrees to pay the Security Trustee’s Costs on demand.


 


8.3                                No
liability to account


 


If either the Security Trustee or a Receiver exercises
its rights under this mortgage, exercises its rights conferred by law or takes
possession of the Secured Property, then neither of them is liable to account
as Security Trustee in possession.


 


8.4                                Security Trustee may give up possession


 


The Security Trustee may give up possession of the
Secured Property at any time.


 


8.5                                No obligation on Security Trustee


 


The Security Trustee need not:


 


(a)                                   do anything to obtain payment
of any dividend or other income in respect of the Secured Property; or


 


(b)                                  exercise rights in respect of
the Secured Property; or


 


(c)                                   sell the Secured Property; or


 


11

















 


(d)                                  in respect of the Mortgaged
Shares, vote at any meeting of shareholders of an Issuer,


 


even if it has reason to believe that the value of the
Secured Property may fall.  The Security
Trustee is not responsible for loss as a result of such a failure to act or
delay in so acting.


 


8.6                                Security Trustee may rely on third party certificates


 


The Security Trustee may rely on a certificate from
any other person with an Encumbrance in connection with the Secured Property as
to the amount that is owed to that other person.


 


9                                          Representations and warranties


 


9.1                                General


 


Each Mortgagor gives and repeats the representations
and warranties in the Finance Documents, to the Security Trustee, at the same
time as it gives or repeats them in the Finance Documents.


 


9.2                                Reliance


 


Each Mortgagor acknowledges that the
Security Trustee and the Security Beneficiaries have entered or are entering
into the Finance Documents in reliance on the representations and warranties in
this clause 9.


 


10                                   Default


 


10.1                         Events of Default


 


It is an Event
of Default if an “event of default” as defined in the Project Facilities
Agreement or another Finance Document occurs.


 


10.2                         Investigation
of default


 


If the Security Trustee reasonably believes there is
or may be an Event of Default, the Security Trustee may appoint a person to
investigate this.  Each Mortgagor agrees
to co-operate with the person and comply with every reasonable request they
make.  The Mortgagors agree to pay the
Security Trustee all Costs  in connection with the investigation, including
legal costs and expenses on a full indemnity basis or solicitor and own client
basis, whichever is the higher.


 


10.3                         Security Trustee’s powers on default


 


After an Event of Default occurs, the Security Trustee
may do one or more of the following in addition to anything else the law or
other provisions of this mortgage allows the Security Trustee to do as Security
Trustee:


 


(a)                                   sue one or more of the
Mortgagors for the Secured Money; and


 


(b)                                  appoint one or more Receivers;
and


 


12

















 


(c)                                   do anything that a Receiver
could do under clause 12 (“Powers of Receiver”).


 


10.4                         Order
of enforcement


 


The Security Trustee may enforce this mortgage before
it enforces other rights or remedies:


 


(a)                                   against any other person; or


 


(b)                                  under another document, such
as another Encumbrance.


 


If the
Security Trustee has more than one Encumbrance, it may enforce them in any
order it chooses.


 


11                                   Appointment
of Receiver


 


11.1                         Security Trustee may appoint


 


In addition to its powers under clause 10.3 (“Security
Trustee’s power on default”), the Security Trustee may appoint one or more
Receivers to all or any part of the Secured Property (or its income) of a
Mortgagor or the Mortgagors:


 


(a)                                   at any time after an Event of
Default has occurred; or


 


(b)                                  after receiving a request to
do so by the directors of a Mortgagor.


 


11.2                         Removal


 


The Security Trustee may remove a Receiver.


 


11.3                         Appointment of new Receiver


 


If a Receiver is removed, retires or dies, then the
Security Trustee may appoint a new Receiver. 
The Security Trustee may also appoint new or additional Receivers.


 


11.4                         Receiver is Mortgagor’s agent


 


A Receiver is the agent of the relevant Mortgagor in
respect of the Secured Property of which the Receiver has been appointed unless
the Security Trustee notifies that Mortgagor that the Receiver is to act as the
agent of the Security Trustee.  A
Mortgagor is solely responsible for anything done or not done by the Receiver,
and for the Receiver’s remuneration and Costs.


 


11.5                         Remuneration


 


The Security Trustee may fix the remuneration of a
Receiver at an amount or rate of commission agreed between the Security Trustee
and the Receiver or, in the absence of agreement, at an amount or rate
determined by the Security Trustee.


 


13

















 


11.6                         Two
or more Receivers


 


If two or more persons are appointed as Receiver to
the same part of the Secured Property, then the Security Trustee may provide
that their rights, powers and remedies vest in them jointly and severally, or
jointly.


 


11.7                         Exercise
of powers


 


The power to appoint a receiver or receiver and
manager under this mortgage may be exercised whether or not a Receiver has
already been appointed over part of it.


 


12                                   Powers
of Receiver


 


In addition to powers conferred by other provisions of
this mortgage, by statute or by the terms of appointment, the Receiver may do
one or more of the following unless they are specifically excluded by the terms
of appointment at the time, in the manner and on terms (in addition to any
terms expressly specified below) which the Receiver thinks fit (and the
Security Trustee may vary these powers at any time by notice given to the
relevant Mortgagor and the Receiver):


 


(a)                                   do everything necessary to
obtain registration of the Secured Property in the Security Trustee’s name or
in the name of any nominee of the Security Trustee and to enable the Security
Trustee or any nominee of the Security Trustee to receive any New Rights in
respect of the Secured Property;


 


(b)                                  take or give up possession of,
have access to and make use of the Secured Property as often as the Receiver
deems expedient;


 


(c)                                   receive income and profits
derived from the Secured Property;


 


(d)                                  exercise the rights, powers
and remedies of each Mortgagor over, in connection with or comprising part of
the Secured Property;


 


(e)                                   manage the Secured Property;


 


(f)                                     carry on any business or
pursuit within the powers of a Mortgagor and perform any obligation of that
Mortgagor in respect of the Secured Property;


 


(g)                                  subject to obligations imposed
by law, sell or agree to sell the Secured Property on any terms, including the
following:


 


(i)                                      the sale may take place
whether or not the Receiver has taken possession of the Secured Property;


 


(ii)                                   the sale may be by public
auction, private treaty or by tender;


 


(iii)                                the sale may be in one lot or
in parcels, and with or without special provisions about title, or time, or
mode of payment of purchase money, or otherwise;


 


14

















 


(iv)                               allow the purchase money to
remain secured by a mortgage or charge of the property sold, or secured by
other security, or without security, and on any other terms, without being
responsible for any resultant loss;


 


(v)                                  enter into, rescind or vary a
contract for sale, and resell without being responsible for loss, and execute
assurances of that Secured Property in the name and on behalf of a Mortgagor or
otherwise;


 


(vi)                               do anything to complete any
sale which the Receiver considers desirable, and set aside from the proceeds of
sale the amount which the Receiver considers desirable to meet future claims
until the possibility of claims being made is ended;


 


(h)                                  obtain the benefit of any
agreement entered into by a Mortgagor (including by specific performance),
whether or not the agreement is entered into in the exercise of the rights,
powers and remedies conferred by this mortgage;


 


(i)                                      institute, conduct, defend,
submit to arbitration, settle, compromise or defer in the name of a Mortgagor
or otherwise on any terms, any proceeding, claim, question or dispute in
connection with the Secured Property or this mortgage and execute releases or
other discharges in connection with them;


 


(j)                                      delegate the Receiver’s powers
including this power of delegation to any person for any period;


 


(k)                                   subject to obligations imposed
by law, give a person an option to purchase the Secured Property on any terms;


 


(l)                                      surrender or transfer the
Secured Property to any person;


 


(m)                                do anything which should have
been done by a Mortgagor under this mortgage or the Transaction Documents but
which has not been done or which the Receiver considers has not been done
properly;


 


(n)                                  borrow or raise from the
Security Trustee or from another person, in the name and on behalf of a
Mortgagor or otherwise, money required from time to time for any of the
purposes mentioned in this clause 12 and do any ancillary act (including draw,
accept or endorse bills of exchange). 
Any person (including a Security Beneficiary) providing accommodation to
the Receiver need not enquire about the necessity or propriety of a borrowing
or raising and is not responsible for the misapplication or non-application of
money borrowed or raised;


 


(o)                                  secure money borrowed or
raised by Encumbrance over the Secured Property so that the Encumbrance ranks
in priority to, equally with, or after this mortgage;


 


(p)                                  employ or engage persons
(including employees of the Receiver and consultants and professional advisers)
in connection with the powers conferred on the Receiver by this clause 12;


 


15

















 


(q)                                  do or cause to be done
anything to protect the priority of this mortgage, to protect a Mortgagor’s or
the Security Trustee’s estate or interest in the Secured Property, to enforce
this mortgage, to recover the Secured Money or to protect or enhance the
Secured Property;


 


(r)                                     expend money or incur
liabilities in exercising the powers conferred on the Receiver by this clause
12;


 


(s)                                   obtain registration of the
Secured Property in the Security Trustee’s or its nominee’s name;


 


(t)                                     do everything necessary to
enable the Security Trustee or its nominee to receive any New Rights;


 


(u)                                  accept the surrender of any
rights by a Third Party to a Mortgaged Document and compromise with or make
concessions to Third Parties, or agree to do any of these things for any period
and on any terms; and


 


(v)                                  carry on any business or
pursuit in connection with the Secured Property and perform any obligations of
a Mortgagor in respect of any Secured Property; and


 


(w)                                do anything else the law
allows an owner or a Receiver of the Secured Property to do, including selling
it.


 


13                                   Disposal of the Secured Property is final


 


Each Mortgagor agrees that if the Security Trustee or
a Receiver sells or otherwise disposes of the Secured Property:


 


(a)                                   the Mortgagor will not
challenge the acquirer’s right to acquire the Secured Property (including on
the ground that the Security Trustee or the Receiver was not entitled to
dispose of the Secured Property or that the Mortgagor did not receive notice of
the intended disposal) and the Mortgagor will not seek to reclaim that
property; and


 


(b)                                  the person who acquires the
Secured Property need not check whether the Security Trustee or the Receiver
has the right to dispose of the Secured Property or whether the Security
Trustee or the Receiver exercises that right properly.


 


14                                   Exclusion of statutory notices


 


14.1                         No requirement to give notice


 


The Security Trustee or a Receiver need not give
notice or a demand to a Mortgagor or allow time to elapse before exercising a
right, power or remedy under this mortgage or conferred by law, unless notice
or demand or a lapse of time is required by the terms of this mortgage or by a
law which cannot be excluded.  If the
law requires that a period of notice must be given or a lapse of time must
occur or be permitted before a right, power or remedy under this mortgage or
conferred by law may be exercised, then:


 


16

















 


(a)                                   when a period of notice or
lapse of time is mandatory, that period of notice must be given or that lapse
of time must occur or be permitted by the Security Trustee or a Receiver; or


 


(b)                                  when the law provides that a
period of notice or lapse of time may be stipulated or fixed by this mortgage,
one day is stipulated and fixed as that period of notice or lapse of time and,
without limitation, where applicable, one day is stipulated and fixed as the
period of notice or lapse of time during which:


 


(i)                                      default must continue before a
notice is given or requirement otherwise made for payment of the Secured Money
or the observance of obligations under this mortgage; and


 


(ii)                                   a notice or requirement for
payment of the Secured Money or the observance of obligations under this
mortgage must remain not complied with before the Security Trustee’s or a
Receiver’s rights, powers or remedies may be exercised.


 


15                                   Costs, charges, expenses and indemnities


 


15.1                         Costs


 


Each Mortgagor agrees to pay or reimburse the Security
Trustee on demand for:


 


(a)                                   the reasonable Costs of the
Security Trustee and the Security Beneficiaries in connection with:


 


(i)                                      the negotiation, preparation,
execution, registration, completion and perfection of, and payment of Taxes on,
this mortgage; and


 


(ii)                                   the general on-going administration
of this mortgage (including giving and considering consents, waivers,
variations, discharges and releases and producing title documents); and


 


(b)                                  the Security Trustee’s, the
Security Beneficiaries’ and any Receiver’s Costs in otherwise acting in connection
with this mortgage, such as enforcing or preserving rights (or considering
doing so), or doing anything in connection with any enquiry by an authority
involving a Mortgagor or any of its Related Entities; and


 


(c)                                   the Taxes and fees (including
registration fees) and fines and penalties in respect of fees, which may be
payable or that the Security Trustee reasonably believes are payable in
connection with this mortgage or a payment or receipt or any other transaction
contemplated by this mortgage,


 


including in each case, legal costs and expenses on a
full indemnity basis or solicitor and own client basis, whichever is the higher
and the reimbursement of the costs of the employees of the Security Trustee for
time in attendance.


 


17

















 


15.2                         Scope
of costs


 


Each Mortgagor agrees that the Costs referred to in
clauses 15.1(a) and 15.1(b) include, those paid, or that the Security
Trustee reasonably believes are payable, to:


 


(a)                                   any independent consultant or
other person appointed to evaluate any matter of concern;


 


(b)                                  any agent of the Security
Trustee or a Security Beneficiary, any Receiver or other controller (as defined
in the Corporations Act) or any attorney appointed under this mortgage; and


 


(c)                                   in the case of the Security
Trustee and the Security Beneficiaries, their administration costs in
connection with any event referred to in clauses 15.1(a) and 15.1(b).


 


15.3                         Indemnity


 


Each Mortgagor indemnifies the Security Trustee and
each Security Beneficiary against any liability or loss arising from, and any
Costs incurred in connection with:


 


(a)                                   the payment, omission to make
payment or delay in making payment by it of an amount referred to in clause
15.1 (“Costs”); or


 


(b)                                  an Event of Default; or


 


(c)                                   any person exercising, or
attempting to exercise, a right or remedy in connection with this mortgage; or


 


(d)                                  any indemnity the Security
Trustee gives a controller (as defined in the Corporations Act) or
administrator of a Mortgagor; or


 


(e)                                   the Secured Property or this
deed (including actions, proceedings, costs, claims and demands in connection
with the Secured Property or this mortgage),


 


including in each case, legal costs and expenses on a
full indemnity basis or solicitor and own client basis, whichever is the
higher.


 


Each Mortgagor agrees to pay amounts due under this
indemnity on demand from the Security Trustee.


 


15.4                         Payment of third party losses


 


Each Mortgagor agrees to pay the Security Trustee on
demand an amount equal to any liability or loss and any Costs of the kind
referred to in clause 15.3 (“Indemnity”) suffered or incurred by:


 


(a)                                   any Receiver or an attorney
appointed under this mortgage; or


 


(b)                                  any of the Security Trustee’s
employees, officers, agents, or contractors; or


 


(c)                                   any purchaser of the Secured
Property,


 


18

















 


including in each case, legal costs and expenses on a
full indemnity basis or solicitor and own client basis, whichever is higher.


 


15.5                         Currency
indemnity


 


If a judgment, order or proof of debt in connection
with the Secured Money is expressed in a currency other than the currency in
which the Secured Money is due, then each Mortgagor indemnifies the Security
Trustee and each Security Beneficiary against:


 


(a)                                   any difference arising from
converting the other currency if the rate of exchange used by the Security
Trustee under clause 5.7 (“Currency Conversion”) for converting the other
currency into the due currency when the Security Trustee receives a payment in
the other currency is less favourable to the Security Trustee than the rate of
exchange used for the purpose of the judgment, order or acceptance of proof of
debt; and


 


(b)                                  the Costs of conversion.


 


Each Mortgagor agrees to pay amounts under this
indemnity on demand from the Security Trustee.


 


15.6                         Acts to be done at Mortgagor ‘s cost


 


Anything which a Mortgagor is required to do under
this mortgage must be done at that Mortgagor’s cost.


 


15.7                         Exclusion


 


The amounts referred to in clause 15.1 (“Costs”) are
not payable to the Security Trustee to the extent they are due to the wilful
default or gross negligence of the Security Trustee.  It is not gross negligence or wilful default of the Security
Trustee if duty is not paid in connection with a Finance Document unless a
Mortgagor instructs the Security Trustee to pay the duty, places the Security
Trustee in cleared funds to make the payment and the Security Trustee then
fails to make the payment.


 


16                                   Application
of money


 


16.1                         Application


 


Subject to clauses 16.3 (“Amount to be credited”) and
16.4 (“Contingent payments”) and to the extent permitted by law, money received
in connection with this mortgage is to be applied in the manner and order
determined in accordance with the terms of the Security Trust Deed.


 


16.2                         Order
of Payment


 


The Security Trustee may use money received under this
mortgage towards paying any part of the Secured Money the Security Trustee
chooses, including by paying a later instalment before an earlier
instalment.  This applies even if that
part only falls due after the Security Trustee gives a notice of demand.


 


19

















 


16.3                         Amount
to be credited


 


In an application of money under clause 16.1
(“Application”) a Mortgagor is to be credited only with so much of that money
as is actually received by the Security Trustee.  The credit dates from the time of receipt by the Security Trustee
(including, where the Security Trustee has appointed a Receiver, the date the
Receiver pays money to the Security Trustee). 
This provision applies even if in exercising a power of sale the
Security Trustee or a Receiver transfers the Secured Property of a Mortgagor
and takes an Encumbrance to secure the unpaid balance of purchase money.


 


16.4                         Contingent
payments


 


If the Security Trustee receives money in connection
with this mortgage, it may deposit an amount not exceeding that part in an
interest bearing deposit account on terms which the Security Trustee thinks fit
and need not apply it towards satisfying the Secured Money.


 


17                                   Preservation of Security Trustee’s rights


 


17.1                         Rights and liabilities not affected


 


The liabilities under this mortgage of a Mortgagor and
the rights under this mortgage of the Security Trustee, a Receiver or an
attorney appointed under this mortgage are not affected by anything which might
otherwise affect them at law or in equity including one or more of the
following (whether occurring with or without the consent of a person):


 


(a)                                   the Security Trustee, a
Security Beneficiary or another person granting time or other indulgence (with
or without the imposition of an additional burden) to, compounding or
compromising with, or wholly or partially releasing a Mortgagor or a Debtor or
another person in any way;


 


(b)                                  laches, acquiescence, delay,
acts, omissions or mistakes on the part of the Security Trustee, a Security
Beneficiary or another person or any combination of them;


 


(c)                                   any variation or novation of a
right of the Security Trustee, a Security Beneficiary, a Mortgagor, a Debtor or
another person, or alteration of a document, in respect of a Mortgagor, a
Debtor, the Security Trustee or a Security Beneficiary or another person,
including an increase in the limit of or other variation in connection with the
Secured Money;


 


(d)                                  the transaction of business,
expressly or impliedly, with, for or at the request of a Mortgagor, a Debtor or
another person;


 


(e)                                   changes which from time to
time may take place in the membership, name or business of a firm, partnership,
committee or association whether by death, retirement, admission or otherwise
whether or not a Mortgagor, a Debtor or another person was a member;


 


(f)                                     the loss or impairment of a
Collateral Security or a negotiable instrument;


 


20

















 


(g)                                  an Encumbrance being void,
voidable or unenforceable;


 


(h)                                  a person dealing in any way
with an Encumbrance, guarantee, judgment or negotiable instrument (including
taking, abandoning or releasing (wholly or partially), realising, exchanging,
varying, abstaining from perfecting or taking advantage of it);


 


(i)                                      the death of any person or any
person being or becoming Insolvent;


 


(j)                                      a change in the legal
capacity, rights or obligations of a person;


 


(k)                                   the fact that a person is a
trustee, nominee, joint owner, joint venturer or a member of a partnership,
firm or association;


 


(l)                                      a judgment against a
Mortgagor, a Debtor or another person;


 


(m)                                the receipt of a dividend
after a person becomes Insolvent or the payment of a sum or sums into the
account of a Mortgagor, a Debtor or another person at any time (whether
received or paid jointly, jointly and severally or otherwise);


 


(n)                                  any part of the Secured Money
being irrecoverable;


 


(o)                                  an assignment of rights in
connection with the Secured Money;


 


(p)                                  the acceptance of repudiation
or other termination in connection with the Secured Money;


 


(q)                                  the invalidity or
unenforceability of an obligation or liability of a person other than a
Mortgagor;


 


(r)                                     invalidity or irregularity in
the execution of this mortgage by a Mortgagor or any deficiency in the powers
of a Mortgagor to enter into or observe its obligations under this mortgage;


 


(s)                                   the opening of a new account
by a Mortgagor or a Debtor or the operation of a new account;


 


(t)                                     any obligation of a Mortgagor,
a Debtor or any other person being discharged by operation of law or otherwise;
or


 


(u)                                  property secured under an
Encumbrance being forfeited, extinguished, surrendered, resumed or determined.


 


17.2                         No merger with Mortgagor’s undertaking


 


The Security Trustee’s and each Security Beneficiary
right to payment of the Secured Money arising in any way (including under a
negotiable instrument or another contract with a Mortgagor or a Debtor) do not
merge with a Mortgagor’s undertaking to pay the Secured Money under this
mortgage.


 


17.3                         Other Encumbrances or judgments


 


This mortgage does not merge with, postpone, lessen or
otherwise adversely affect, and is not adversely affected by, any of the
following:


 


21

















 


(a)                                   any Encumbrance or other right
or remedy to which the Security Trustee or any Security Beneficiary is
entitled; or


 


(b)                                  a judgment which the Security
Trustee or any Security Beneficiary obtains against a Mortgagor or a Debtor in
connection with the Secured Money.


 


The Security Trustee and each Security Beneficiary may
still exercise its rights under this mortgage as well as under the judgment,
other Encumbrance or the right or remedy.


 


17.4                         Current
obligations


 


The Security Trustee may demand payment of the Secured
Money and exercise its rights, powers and remedies under this mortgage even if
a negotiable instrument, security, contract or other obligation relating to the
Secured Money is still current or has not fallen due.


 


17.5                         Collateral Security not affected


 


This mortgage does not affect a Collateral Security or
any other right, power or remedy of the Security Trustee or a Security
Beneficiary at law or in equity.


 


17.6                         Security Trustee may retain documents


 


Until this mortgage is released in respect of all of
the Secured Property, the Security Trustee may retain all instruments and
documents of title deposited under this mortgage.


 


17.7                         No requirement to resort to other Encumbrances


 


Neither the Security Trustee nor any Security
Beneficiary need resort to any other Encumbrance it holds for payment of the
Secured Money before it resorts to this mortgage.


 


17.8                         No
obligation to inquire


 


A purchaser from or other person dealing with the
Security Trustee, a Security Beneficiary or any Receiver, or any attorney
appointed under this mortgage or a person to whom is tendered for registration
an instrument duly executed by any of them need not inquire:


 


(a)                                   whether the Secured Money is
in fact owing or payable; or


 


(b)                                  whether default has occurred;
or


 


(c)                                   whether a right, power or
remedy which they have exercised or purported to exercise has been properly
exercised; or


 


(d)                                  whether a Receiver has been
properly appointed; or


 


(e)                                   about any other thing in
connection with the exercise or purported exercise of a right, power or remedy.


 


22

















 


17.9                         Title not affected by notice


 


The title of any person relying on this clause is not
affected by express or constructive notice of anything in connection with the
matters referred to in clauses 17.8(a) to 17.8(e) (inclusive).


 


17.10                  Liability
not affected


 


The liability of a Mortgagor under this mortgage is
not affected because:


 


(a)                                   any other person who was
intended to become a co-surety or co-indemnifier for payment of the Secured
Money has not done so or has not done so effectively; or


 


(b)                                  a person who is a co-surety or
co-indemnifier for payment of the Secured Money is discharged under an
agreement or under statute or a principle of law or equity.


 


17.11                  Claims that payments are void


 


If a claim is made that all or part of a payment,
obligation, settlement, transaction, conveyance or transfer in connection with
the Secured Money is void or voidable under law relating to Insolvency or the
protection of creditors or for any other reason and the claim is upheld, conceded
or compromised, then:


 


(a)                                   the Security Trustee and each
Security Beneficiary is entitled immediately as against the Mortgagors to the
rights in respect of the Secured Money to which it would have been entitled if
all or that part of that payment, obligation, settlement, transaction,
conveyance or transfer had not taken place; and


 


(b)                                  promptly on request from the
Security Trustee, each Mortgagor agrees to do any act and sign any document to
restore to the Security Trustee and each Security Beneficiary any Encumbrance
(including this deed) or guarantee held by it from that Mortgagor immediately
before that payment, obligation, settlement, transaction, conveyance or
transfer.


 


18                                   Power
of attorney


 


18.1                         Appointment


 


Each Mortgagor irrevocably as security for the payment
of the Secured Money appoints the Security Trustee, each Authorised Officer of
the Security Trustee, and each Receiver severally as its attorney for the
purposes specified in clause 18.2 (“Scope of power”).


 


18.2                         Scope
of power


 


Each attorney may at any time while the Security
Trustee reasonably believes a Review Event, Potential Event of Default or Event
of Default may be subsisting:


 


23

















 


(a)                                   in the name of that Mortgagor
or the attorney do anything which the Mortgagor may lawfully authorise an
attorney to do in connection with this mortgage or the Secured Property or an
Authorisation or which in the attorney’s opinion is necessary or expedient to
give effect to any right, power or remedy conferred on the Security Trustee or
a Receiver by this mortgage, by law or otherwise, (these things may be done in
a Mortgagor’s name or in the name of any Authorised Officer in its capacity as
attorney and they include signing and delivering documents, selling or
transferring the Mortgaged Interest, starting, conducting and defending legal
proceedings); and


 


(b)                                  delegate its powers
(including, this power of delegation) to any person for any period and may
revoke a delegation; and


 


(c)                                   exercise or concur in
exercising its powers even if the attorney has a conflict of duty in exercising
its powers or has a direct or personal interest in the means or result of that
exercise of powers.


 


18.3                         Ratification


 


Each Mortgagor agrees to ratify anything done by an
attorney or its delegate in respect of it in accordance with clause 18.2
(“Scope of power”).


 


19                                   Priority
amount


 


For the purpose only of fixing priorities in
accordance with section 282 of the Corporations Act between this mortgage and
any other charge or mortgage given by a Mortgagor and without affecting any
obligation of a Mortgagor under this mortgage, the prospective liabilities
secured by this mortgage include the prospective liabilities of the nature
specified below up to the maximum amount specified below:


 


Nature of liabilities:


 


(a)                                   the obligations of each
Mortgagor and each Debtor to pay under each Guarantee and to pay and repay
advances, including under the Finance Documents and to pay and repay the
Secured Money;


 


(b)                                  the obligations of each Mortgagor
and each Debtor to pay all amounts paid bank guarantees issued, including under
the Finance Documents and to indemnity against all loss or liability in respect
of them;


 


(c)                                   the obligations of each
Mortgagor and each Debtor to pay interest, fees, indemnity amounts, costs,
expenses and other amounts payable, including under a Finance Document;


 


(d)                                  the obligations of each
Mortgagor and each Debtor to pay money under Hedge Agreements including
following any close-out or termination of any of them;


 


(e)                                   the obligations of each
Mortgagor and each Debtor to pay or reimburse the Security Trustee and each
Security Beneficiary for any of its Costs, indemnities, increased costs or loss
incurred, including in connection with the Finance Documents, including those of
any


 


24

















 


attorney or any Receiver or other
controller (as defined in the Corporations Act) appointed under this mortgage.


 


Maximum amount:               A$300,000,000


 


20                                   Notices


 


20.1                         Form
of notice


 


Unless expressly stated otherwise in this mortgage,
all notices, approvals, consents, certificates, waivers and other
communications in connection with this mortgage:


 


(a)                                   may be given by a Mortgagor,
the Security Trustee or an Authorised Officer of the relevant party; and


 


(b)                                  must be in writing, signed by
an Authorised Officer of the sender and marked for attention as set out or
referred to in the Details or, if the recipient has notified otherwise, marked
for attention in the way last notified.


 


20.2                         Electronic
delivery


 


Despite anything to the contrary in this clause 20, a
communication to or by the Security Trustee:


 


(a)                                   may be given by means of a
secure website access to which is restricted to the parties to the Finance
Documents (and, where applicable, their financial and legal advisers)
established by the Security Trustee or other electronic means in a manner and
subject to rules established by the Security Trustee (after having consulted
with the Majority of Financiers) and agreed with the Company; and


 


(b)                                  if so given, will be taken to
be given or made in accordance with this clause 20.


 


20.3                         Delivery


 


They must be:


 


(a)                                   left at the address of the
addressee; sent by prepaid ordinary post (airmail if posted to or from a place
outside Australia) to the address of the addressee or sent by facsimile to the
facsimile number at the address set out in the Details or if the addressee
notifies another address or facsimile number then to that address or facsimile
number; or


 


(b)                                  sent by electronic messaging
system in accordance with a protocol approved by the parties to this mortgage.


 


20.4                         When effective


 


Unless a later time is specified in it a notice,
approval, consent or other communication takes effect from the time it is
received.


 


25

















 


20.5                         Deemed
receipt


 


A letter or facsimile is taken to be received:


 


(a)                                   in the case of a posted
letter, on the third (seventh, if posted to or from a place outside Australia)
day after posting;


 


(b)                                  in the case of a facsimile, on
production of a transmission report by the machine from which the facsimile was
sent which indicates that the facsimile was sent in its entirety to the
facsimile number of the recipient notified for the purpose of this clause; and


 


(c)                                   subject to clause 20.2 and
clause 20.3, if by way of email, when a delivery receipt is received by the
sender confirming that the email has been delivered to the recipient’s correct
email address.


 


21                                   Encumbrances and assignment


 


A Mortgagor may not, without the consent of the
Security Trustee, create or allow to exist an Encumbrance over or an interest
in this mortgage or assign or otherwise dispose of or deal with its rights
under this mortgage.


 


22                                   Miscellaneous


 


22.1                         Prompt performance


 


Subject to clause 22.17 (“Time of the essence”):


 


(a)                                   if this mortgage specifies
when a Mortgagor agrees to perform an obligation, each Mortgagor agrees to
perform it by the time specified; and


 


(b)                                  each Mortgagor agrees to
perform all other obligations promptly.


 


22.2                         Consent


 


Each Mortgagor agrees to comply with all conditions in
any accepted or relied upon consent the Security Trustee gives in connection
with this mortgage.


 


22.3                         Certificate


 


A certificate signed by the Security Trustee or its
solicitors about a matter or about a sum payable to the Security Trustee in
connection with this mortgage is sufficient evidence of the matter or sum
stated in the certificate unless the matter or sum is proved to be false.


 


22.4                         Exercise
of rights


 


The Security Trustee, a Receiver or an attorney
appointed under this mortgage may exercise a right, power or remedy at its
discretion, and separately or concurrently with another right, power or
remedy.  A single or partial exercise of
a right, power or remedy by the person does not prevent a further exercise of
that or an exercise of any other right, power or remedy.


 


26

















 


Failure by the person to exercise or delay in
exercising a right, power or remedy does not prevent its exercise.


 


22.5                         Waiver
and variation


 


A provision of or a right created under this mortgage
may not be waived or varied except in writing signed by the party or parties to
be bound, and in all cases, the Security Trustee.


 


22.6                         Supervening legislation


 


Any present or future legislation which operates to vary
the obligations of a Mortgagor in connection with this mortgage, the Secured
Money or the Secured Property with the result that the Security Trustee’s
rights, powers or remedies are adversely affected (including, by way of delay
or postponement) is excluded except to the extent that its exclusion is
prohibited or rendered ineffective by law.


 


22.7                         Approvals
and consent


 


The Security Trustee, a Receiver or an attorney
appointed under this mortgage may give conditionally or unconditionally or
withhold its approval or consent or make any determination under this deed in
its absolute discretion, unless this mortgage expressly provides otherwise.


 


22.8                         Set off


 


At any time after an Event of Default, the Security
Trustee may:


 


(a)                                   set off any amount due for payment
by the Security Trustee to a Mortgagor against any amount due for payment by a
Mortgagor to the Security Trustee under this mortgage; and


 


(b)                                  apply (without notice) any
credit balance in any currency in any account of a Mortgagor with the Security Trustee
towards satisfaction of any amount due for payment by a Mortgagor to the
Security Trustee under this mortgage.


 


Each Mortgagor authorises the Security
Trustee in the name of that Mortgagor or the Security Trustee to do anything
(including, to execute any document) that is required for that purpose.


 


22.9                         Remedies cumulative


 


The rights, powers and remedies of the Security
Trustee or a Receiver under this mortgage are cumulative with and not exclusive
of the rights, powers or remedies provided by law independently of this
mortgage.


 


22.10                  No liability for loss


 


Neither the Security Trustee nor a Security
Beneficiary nor a Receiver is liable for loss caused by the exercise or
attempted exercise of, failure to exercise, or delay in exercising, a right or
remedy.


 


27

















 


22.11                  Conflict of interest


 


The Security Trustee’s and any Receiver’s rights and
remedies under this mortgage may be exercised even if this involves a conflict
of duty or the Security Trustee or Receiver has a personal interest in their
exercise.


 


22.12                  Security Trustee or Receiver in possession


 


If the Security Trustee exercises any right under this
mortgage or at law to enter or take possession of the Secured Property, it:


 


(a)                                   has complete and unfettered
discretion as to how the Secured Property is managed; and


 


(b)                                  is liable to account only for
rents and profits actually received by it.


 


The same applies to any Receiver when acting as agent
of the Security Trustee.


 


22.13                  Continuing
security


 


This mortgage is a continuing security despite any
intervening payment, settlement or other thing until the Security Trustee
releases the Secured Property from this mortgage.


 


22.14                  Indemnities


 


Each indemnity in this mortgage is a continuing
obligation, separate and independent from the other obligations of each
Mortgagor and survives termination of this mortgage.  It is not necessary for the Security Trustee or a Security
Beneficiary to incur expense or make payment before enforcing a right of
indemnity conferred by this mortgage.


 


22.15                  Inconsistent law


 


To the extent permitted by law, this mortgage prevails
to the extent it is inconsistent with any law.


 


22.16                  Superannuation legislation


 


If the Superannuation Industry (Supervision) Act 1993
(Cwlth) prohibits a Mortgagor from mortgaging any of the Secured Property, this
mortgage does not extend to that Secured Property.


 


22.17                  Time of the essence


 


Time is of the essence of this mortgage in respect of
an obligation of a Mortgagor to pay money.


 


22.18                  Confidentiality


 


All information provided to the Security Trustee by a
Mortgagor under this mortgage is confidential to the Security Trustee, its
employees, legal advisers, tax advisers, auditors and other consultants and may
not be disclosed to any person except:


 


28

















 


(a)                                   with the consent of that
Mortgagor (such consent not to be unreasonably withheld or delayed); or


 


(b)                                  as required by any law,
official directive of the Reserve Bank of Australia or required by any stock
exchange; or


 


(c)                                   in connection with legal
proceedings relating to this mortgage; or


 


(d)                                  if the information is
generally and publicly available; or


 


(e)                                   to a person considering
entering into (or who enters into) a Credit Swap with a Security Beneficiary
involving credit events relating to a Mortgagor, a Debtor or any of their
Related Entities; or


 


(f)                                     to a potential assignee,
participant or sub-participant of a Security Beneficiary’s interests under a
Finance Document or to any other person who is considering entering into
contractual relations with a Security Beneficiary in connection with the
Finance Documents; or


 


(g)                                  as permitted by another
Finance Document; or


 


(h)                                  to any person if the Security
Trustee considers it necessary to do so in order to exercise its power of sale
without contravening the law; or


 


(i)                                      to a Security Beneficiary or
Related Entity of the Secured Trustee or a Security Beneficiary, provided it
agrees to act consistently with this clause 22.18.


 


22.19                  Each
signatory bound


 


This mortgage binds each person who signs
as Mortgagor even if another person who was intended to sign does not sign it
or is not bound by it.


 


22.20                  Receipts


 


The receipt of a Receiver or an Authorised Officer of
the Security Trustee releases the person paying money to the Receiver or the
Security Trustee in connection with this mortgage from:


 


(a)                                   liability to enquire whether
the Secured Money has become payable; and


 


(b)                                  liability for the money paid
or expressed to be received; and


 


(c)                                   being concerned to see to its
application or being answerable or accountable for its loss or misapplication.


 


23                                   Governing law, jurisdiction and service of process


 


23.1                         Governing law, jurisdiction


 


This mortgage is governed by the law in force in the
place specified in the Details and the parties submit to the non-exclusive
jurisdiction of the courts of that place. 
Each party waives any right it has to object to an action being


 


29

















 


brought in these courts, including by claiming that
the action has been brought in an inconvenient form or that those courts do not
have jurisdiction.


 


23.2                         Service
of process


 


Without preventing any other mode of service, any
document in an action (including any writ of summons or other originating
process or any third or other party notice) may be served on any party by being
delivered to or left for that party at its address for service of notices under
clause 20 (“Notices”), or in the case of a Mortgagor, with its Process Agent.


 


23.3                         Appointment
of
Process Agent


 


(a)                                   Each Mortgagor irrevocably
appoints the Process Agent as its process agent to receive any document in an
action in connection with this mortgage.


 


(b)                                  If for any reason the Process
Agent ceases to be able to act as process agent, each Mortgagor must promptly
appoint another person in the place specified for governing law in the Details
as process agent.


 


(c)                                   Each Mortgagor agrees that the
service of documents on the Process Agent or any other person appointed under
this clause will be sufficient service on it.


 


24                                   Counterparts


 


This mortgage may consist of a number of counterparts
and the counterparts taken together constitute one and the same instrument.


 


25                                   Interpretation


 


25.1                         Definitions


 


The following words have these meanings in this
mortgage unless the contrary intention appears.


 


Certificate means the certificate which evidences
title to a Share.


 


Certificated Share means a Share forming part of the Secured Property,
title to which is evidenced by a Certificate.


 


Collateral Security means a present or future Encumbrance
(other than this mortgage), guarantee or indemnity given by a Mortgagor, a
Debtor or another person to secure or otherwise provide for the payment of the
Secured Money.


 


Debtor and Debtors means each of TOGA, Tipperary CSG, Tipperary, Slough USA,
TOGC, Tipperary Pastoral and the Recourse Guarantor individually and every two
or more of them jointly.  It includes
their successors and assigns.


 


Deeds of Assignment mean each document described in schedule 3
(“Deeds of Assignment”).


 


30

















 


Details means the section of this mortgage headed “Details”.


 


Future Shares means all Shares in or issued by each
Relevant Person which, after the date of this mortgage, become owned legally or
beneficially by a Mortgagor or by anyone (including a trustee, nominee, broker
or agent) for a Mortgagor.


 


Guarantee means each
“Guarantee” as defined in the Project Facilities Agreement and the document
entitled “guarantee” as more particularly defined in the definition of US
Security in the Project Facilities Agreement.


 


Issuer means a corporation which has issued Shares
included in the Mortgaged Shares.


 


Mortgaged Documents means all the present and future right,
title and interest of each Mortgagor in, to, under and in connection with:


 


(a)                                   each present and future
agreement (whether written or not) between a Mortgagor and a Relevant Person)
(whether or not there are other parties to such an agreement) under which an
obligation to pay money is owed by a Relevant Person to a Mortgagor;


 


(b)                                  the Deeds of Assignment and
the Project Support Deed; and


 


(c)                                   all present and future
instruments (negotiable or otherwise) in connection with each such agreement or
document referred to in paragraphs (a) and (b) including all choses in action
existing at the date of this mortgage or which arise after that time in favour
of a Mortgagor in connection with the agreements and documents described in
paragraphs (a) and (b) above.


 


Mortgaged Interest means:


 


(a)                                   the Mortgaged Documents; and


 


(b)                                  all amounts and all
obligations which at any time, for any reason or circumstance in connection
with any agreement, transaction, engagement, document, instrument (negotiable
or otherwise), event, act, omission, matter or thing whatsoever, whether at
law, in equity, under statute or otherwise (and whether or not of a type within
the contemplation of the parties at the date of this mortgage) are payable, are
owing but not currently payable, are contingently owing, or remain unpaid, as
the case may be, by a Relevant Person to a Mortgagor.


 


Mortgaged Shares means all of the Present Shares, the
Future Shares and the New Rights of each Mortgagor.


 


Mortgagor and Mortgagors
means each of Slough USA, TOGC and TOGA individually and every two or more of
them jointly.  It includes their
successors and assigns.


 


31

















 


New Rights means:


 


(a)                                   all the right, title and
interest of each Mortgagor in all money, dividends, interest, allotments,
offers, benefits, privileges, rights, bonuses, Shares, stock, debentures,
distributions or rights to take up securities; or


 


(b)                                  all rights of each Mortgagor
consequent on any conversion, redemption, cancellation, reclassification,
forfeiture, consolidation or subdivision; or


 


(c)                                   all rights of each Mortgagor
consequent on a reduction of capital, liquidation or scheme of arrangement,


 


in connection
with the Present Shares or Future Shares, present and future.


 


Present Shares means all the present and future right,
title and interest of each Mortgagor to and in all Shares in or issued by each
Relevant Person.


 


Process Agent means Allens, Arthur Robinson, Riverside
Centre, 123 Eagle Street, Brisbane.


 


Project Facilities Agreement means the agreement named
“Comet Ridge Project Facilities Agreement” dated on or about the date of this
mortgage between the Debtors, the Mortgagors, the Security Trustee and others.


 


Receiver means a person or persons appointed under
or by virtue of this mortgage as receiver or receiver and manager.


 


Relevant Person means each of TOGA, TCSG and Tipperary Pastoral.


 


Secured Money means all amounts which:


 


at any time;


 


for any reason
or circumstance in connection with any agreement, transaction, engagement,
document, instrument (whether negotiable or not), event, act, omission, matter
or thing whatsoever;


 


whether at
law, in equity, under statute or otherwise;


 


and whether or
not of a type within the contemplation of the parties at the date of this
mortgage:


 


(a)                                   are payable, are owing but not
currently payable, are contingently owing, or remain unpaid, by any Mortgagor
or Debtor to a Security Beneficiary; or


 


(b)                                  have been advanced or paid by
a Security Beneficiary:


 


(i)                                      at the express or implied
request of any Mortgagor or Debtor; or


 


(ii)                                   on behalf of any Mortgagor or
Debtor; or


 


32

















 


(c)                                   a Security Beneficiary is
liable to pay by reason of any act or omission of any Mortgagor or Debtor or
has paid or advanced in the protection or maintenance of the Secured Property
or the security interest created by this mortgage following an act or omission
by any Mortgagor or Debtor; or


 


(d)                                  are reasonably foreseeable as
likely, after that time, to fall within any of paragraphs (a), (b) or (c)
above.


 


A reference to
Secured Money includes any part of it.


 


This
definition applies:


 


(i)                                      irrespective of the capacity
in which any Mortgagor or Debtor or a Security Beneficiary became entitled to,
or is liable in respect of, the amount concerned;


 


(ii)                                   whether any Mortgagor or
Debtor or a Security Beneficiary is liable as principal debtor or surety or
otherwise;


 


(iii)                                whether any Mortgagor or
Debtor is liable alone, or jointly, or jointly and severally with another
person;


 


(iv)                               whether a Security Beneficiary
is the original obligee or an assignee of the Secured Money and whether or not:


 


(A)                                the assignment took place
before or after the delivery of this mortgage; or


 


(B)                                  any Mortgagor or Debtor
consented to or was aware of the assignment; or


 


(C)          the
assigned obligation was secured;


 


(v)                                  whether a Security Beneficiary
is the original Security Trustee or an assignee of the original Security
Trustee and whether or not any Mortgagor or Debtor consented to or was aware of
the assignment and whether or not any of the Secured Money was previously
unsecured; or


 


(vi)                               if any Mortgagor or Debtor is
a trustee, whether or not it has a right of indemnity from the trust fund.


 


Secured Property means all of:


 


(a)                                   the Mortgaged Shares;  and


 


(b)                                  the Mortgaged Interests,


 


of each
Mortgagor.


 


A reference to
Secured Property includes any part of it.


 


33

















 


Security Beneficiary has the meaning it has in the Security Trust
Deed.  It includes the Security Trustee
(for its own account or for the account of another Security Beneficiary).


 


Security Trust Deed means the deed named “Comet Ridge Project Security
Trust Deed” made by the Security Trustee on or before the date of this deed.


 


Security Trustee means the person so described in the
Details and includes their successors and assigns.


 


Security Notice means a notice in the form of schedule 2.


 


Share means shares, stock units or units in the capital of a company.


 


Slough USA means the person so described in the Details.


 


Subordination Deed means the deed so named between the Mortgagors, the
Security Trustee and others dated on or about the date of this mortgage.


 


Taxes means taxes, levies, imposts, deductions, charges,
withholdings and duties imposed by any authority (including, stamp and
transaction duties), (together with any related interest, penalties, fines and
expenses in connection with them), except if imposed on the overall net income
of a Security Beneficiary.


 


TCSG means Tipperary CSG, Inc.


 


Third Party means each person other than a Mortgagor
who is a party to or has obligations in connection with any Mortgaged Interest.


 


Tipperary Pastoral means Tipperary Pastoral Company Pty Limited.


 


TOGA means the person so described in the Details.


 


TOGA means Tipperary Oil & Gas (Australia) Pty Limited.


 


TOGC means the person so described in the Details.


 


Transfer means a transfer of the Mortgaged Shares executed by a
Mortgagor (or the person who holds the Mortgaged Shares for a Mortgagor) as
transferor.


 


Uncertified Share means a Share forming part of the Secured Property,
title to which is not evidenced by a Certificate.


 


25.2                         Interpretation


 


In this mortgage unless the contrary intention
appears:


 


(a)                                   a reference to this mortgage
or another instrument includes any variation or replacement of any of them;


 


(b)                                  a reference to a statute,
ordinance, code or other law includes regulations and other instruments under
it and consolidations, amendments, re-enactments or replacements of any of
them;


 


34

















 


(c)                                law means common law, principles of equity, and laws made by
parliament (and laws made by parliament include State, Territory, Commonwealth
and United States State and Federal laws and regulations and other instruments
under them, and consolidations, amendments, re-enactments or replacements of
any of them);


 


(d)                                the singular includes the plural and vice versa;


 


(e)                                the word “person” includes a firm, a body corporate, an
unincorporated association or an authority;


 


(f)                                  a reference to a person includes a reference to the person’s
executors, administrators, successors, substitutes (including persons taking by
novation) and assigns;


 


(g)                                a group of persons is a reference to any two or more of them jointly
and each of them individually;


 


(h)                                an agreement, representation or warranty in favour of two or more
persons is for the benefit of them jointly and severally;


 


(i)                                    an agreement, representation or warranty of a Mortgagor or the
Mortgagors binds the Mortgagors jointly and each of them individually but an
agreement, representation or warranty of the Security Trustee binds the
Security Trustee individually only;


 


(j)                                    a reference to an accounting term is to be interpreted in accordance
with accounting standards under the Corporations Act and, if not inconsistent
with those accounting standards, generally accepted principles and practices in
Australia consistently applied by a body corporate or as between bodies
corporate and over time;


 


(k)                                a reference to any thing (including the Secured Money, any other
amount and the Secured Property) is a reference to the whole and each part of
it and a reference to a group of persons (including, the Mortgagor and the
Mortgagors) is a reference to all of them collectively, to any two or more of
them collectively and to each of them individually;


 


(l)                                    an Event of Default, Potential Event of Default or Review Event
subsists until it has been remedied to the satisfaction of the Security Trustee
or waived in writing by the Security Trustee;


 


(m)                            Australian dollars, dollars $ or A$ is a reference to the lawful
currency of Australia;


 


(n)                                the words “including”, “for example” or “such as” when introducing
an example, do not limit the meaning of the words to which the example relates
to that example or examples of a similar kind;


 


(o)                                the Corporations Act is a reference to the Corporations Act 2001
(Cwlth).


 


35

















 


25.3                         Headings


 


Headings
(including those in brackets at the beginning of paragraphs) are inserted for
convenience and do not affect the interpretation of this mortgage.


 


25.4                         Cross-referred definitions


 


A term which
has a defined meaning in (or by reference to another document in) the Security
Trust Deed has the same meaning when used in this mortgage unless it is
expressly defined in this mortgage when the meaning given to the term in this
mortgage prevails.


 


25.5                         Payment of all the Secured Money


 


For the
purposes of clauses 2.2 (“Agreement to reassign”), a reference to “payment of all the Secured Money” means when both:


 


(a)                                the Secured Money has been fully and finally repaid (and the
Security Beneficiaries have ceased to have any commitments (including under any
Hedge Agreements)); and


 


(b)                                the Security Trustee is satisfied that no transaction (including any
payment) in connection with this deed or the Secured Money is capable of being
avoided, restored or adjusted in a liquidation, compulsory or official
management or similar process or under any law relating to Insolvency.


 


25.6                         Capacity of Security Trustee


 


The Security
Trustee enters into this deed solely in its capacity as security trustee under
the Security Trust Deed and the other parties to this deed acknowledge and
agree that:


 


(a)                                the Security Trustee holds the benefit of this deed for the Security
Beneficiaries on the terms of the Security Trust Deed and the Project
Facilities Agreement;


 


(b)                                the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement;


 


(c)                                any rights which a party may have against the Security Trustee under
or in respect of this deed are not against the Security Trustee personally but
against the Security Trustee solely in its capacity as trustee of the trust
established under the Security Trust Deed; and


 


(d)                                the Security Trustee may not be called on and is not liable to
satisfy any obligation or liability under or in connection with this deed
except to the extent to which the Security Trustee is entitled to be
indemnified out of the assets of the trust established under the Security Trust
Deed provided that this paragraph (d) does not apply to any obligation or
liability of the Security Trustee to the extent that it is not satisfied
because under the Project Facilities Agreement or by operation of law there is
a reduction in the extent of the Security Trustee’s indemnification or
exoneration out of the assets of the trust


 


36

















 


established
under the Security Trust Deed as a result of the Security Trustee’s fraud,
gross negligence or wilful default.


 


EXECUTED as a deed.


 


37

















 


Comet
Ridge Project

Shareholder Deed of Security


Schedule 1 -
(Clause 3.2) Notice of Assignment - Mortgaged Document or agreement


 


To:          [Third Party]


 


[Name of Chargor] [Description of Mortgaged Document/or
agreement] -

(“Mortgaged Document”)


 


We refer to the Mortgaged Document. Terms
having a defined meaning in (or by reference to another document in) the Deed
(defined below) have the same meaning when used in this notice unless defined
in this notice.


 


WE GIVE YOU NOTICE THAT:


 


1.                                      by a Shareholder Deed of Security (“Deed”) dated [   ] and made by us and
[            ] in
favour of [name of Security Trustee] (“Security
Trustee”), we have charged and assigned to the Security Trustee as security
for the payment of certain money our right, title and interest in, to and under
the Mortgaged Document;


 


2.                                      you must promptly notify the Security Trustee of any default by us
in the observance of our obligations under the Mortgaged Document of which you
become aware and of any other event you become aware of which entitles or
which, with the giving of notice, lapse of time or fulfilment of any other
condition, would entitle you to exercise your rights under the Mortgaged
Document to terminate the Mortgaged Document or to claim damages under the
agreement or to rescind or accept a repudiation by us of the Mortgaged
Document;


 


3.                                      the instructions contained in this notice cannot be revoked or
varied by us except with written consent to that effect from the Security
Trustee.


 


A
reference to “Security Trustee” includes a reference to any successor, or
assignee of the Security Trustee, including without limitation as may be
notified to you.


 


The
Security Trustee enters into this notice solely in its capacity as Security
Trustee under the Security Trust Deed and the other parties to this notice
acknowledge and agree:


 


•                                           the Security Trustee holds the benefit of this notice for the
Security Beneficiaries on the terms of the Security Trust Deed and the Project Facilities
Agreement (or other Relevant Agreement);


 


•                                           the Security Trustee is bound to act on the instructions given to it
pursuant to the terms of the Project Facilities Agreement (or other Relevant
Agreement); and


 


•                                           the Security Trustee has no obligations or liabilities under or in
connection with this notice.


 


38

















 


For


 


[Insert name
of Chargor]


 


	
   

  	
   

  
	
  Dated

  



 


 


The
terms of the notice set out above are confirmed by the Security Trustee.


 


For


[name of Security Trustee]


 


	
   

  	
   

  
	
  Dated

  



 


39

















 


TO:      [name of Security
Trustee]


 


We
acknowledge receipt of the notice set out above and consent to the Deed and to
the instructions contained in this notice. 
We have received no notice of any right, title or interest in connection
with the Mortgaged Document, other than the interests of the Security Trustee
as contemplated by this notice.


 


For


 


[Third Party]


 


	
   

  	
   

  
	
  Dated

  



 


40

















 


Comet
Ridge Project


Shareholder
Deed of Security


Schedule 2 - (Clause 26.1) Definition of
Security Notice


 


 


[Date]


 


	
  To:

  	
   

  	
  [name of Security Trustee]

  
	
   

  	
   

  	
  (“Security
  Trustee”)

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  [Address of Security Trustee]

  



 


SECURITY
NOTICE


 


Under the
Shareholder Deed of Security (“Deed”) dated [date] between [name of Mortgagor] (“Mortgagor”),
[name of Security Trustee] (“Security Trustee”) and
others, the Mortgagor notifies the Security Trustee and represents and warrants
that:


 


1.                                        The
following Shares constitute Future Security.


 


	
  Name of Issuer

  	
   

  	
  Share Certificate

  No

  	
   

  	
  No of Shares

  	
   

  	
  Class

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


2.                                        [We
acquired the Shares through [name of broker].]


 


3.                                        All
the Shares are fully paid up.


 


4.                                        The
Mortgagor owns the Shares free from Encumbrance, other than the security granted
in favour of the Security Trustee under the Deed.


 


We enclose:


 


[(a)                               the contract notes
relating to our purchase of the Shares;]


 


(b)                                  a copy of the
transfer form signed by us in respect of our purchase of the Shares;


 


(c)                                   the Certificates in
respect of the Shares; and


 


(d)                                  the number of
Transfers specified by you in respect of the Shares completed with the name of
the Security Trustee as transferee and the consideration and date left blank.


 


If any of the
above are not enclosed we undertake to forward them to you.


 


41

















 


A term which
has a defined meaning in the Deed has the same meaning when used in this
Security Notice unless otherwise defined.


 


 


	
   

  	
   

  
	
  for [name of Mortgagor]

  



 


42

















 


Comet
Ridge Project

Shareholder Deed of Security


Schedule 3 - Deeds of Assignment


 


 


1                                           Assignment,
Bill of Sale and Conveyance and dated 1 July 1996 between TOGC and Clovelly Oil
Co., Inc.


 


2                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 1997 between TOGC and
Nationsbank of Texas, NA, trustee for trusts #1190 and #1191.


 


3                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 1997 between TOGC and
Nationsbank of Texas, NA, trustee for trusts #1362, #1363 and #1364.


 


4                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 1997 between TOGC and Amerind
Oil Company.


 


5                                           Agreement
and Assignment, Conveyance and Bill of Sale dated 1 October 1997 between TOGC
and TOGA.


 


6                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 2000 between Tipperary and Ray
W. Williams.


 


7                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 2000 between Tipperary and
William I. Isaac.


 


8                                           Assignment,
Bill of Sale and Conveyance and dated 1 January 2000 between Tipperary and
William D. Kennedy.


 


9                                           Agreement
and Assignment, Conveyance and Bill of Sale dated 1 January 2000 between TOGC
and Tipperary.


 


10                                     Agreement
and Assignment, Conveyance and Bill of Sale dated 1 January 2000 between TOGC
and TOGA.


 


11                                     Assignment,
Bill of Sale and Conveyance and dated 1 June 2000 between Tipperary and Elisa
A. Stoner.


 


12                                     Agreement
and Assignment, Conveyance and Bill of Sale dated 1 June 2000 between TOGC and
Tipperary.


 


13                                     Agreement
and Assignment, Conveyance and Bill of Sale dated 1 June 2000 between TOGC and
TOGA.


 


14                                     Assignment,
Bill of Sale and Conveyance and dated 1 March 2001 between TOGC and Deane H.
Stoltz.


 


15                                     Assignment,
Bill of Sale and Conveyance and dated 1 March 2001 between TOGA and Alexander
Kaspar.


 


16                                     Agreement
and Assignment, Conveyance and Bill of Sale dated 1 March 2001 between TOGC and
TOGA.


 


43

















 


17                                     Assignment,
Bill of Sale and Conveyance and dated 1 January 2002 between Tipperary and The
Byron L. Keil and Mary Ann Keil Revocable Trust.


 


18                                     Assignment,
Bill of Sale and Conveyance and dated 1 January 2002 between Tipperary and The
Kristinell Keil Young 1992 Irrevocable Trust.


 


19                                     Assignment,
Bill of Sale and Conveyance and dated 1 January 2002 between Tipperary and The
Byron L. Keil, II 1992 Irrevocable Trust.


 


20                                     Assignment,
Bill of Sale and Conveyance and dated 1 January 2002 between Tipperary and The
Karen Keil Senter 1992 Irrevocable Trust.


 


21                                     Assignment,
Bill of Sale and Conveyance and dated 1 April 2002 between TOGC and Delta
Petroleum Corporation.


 


22                                     Tipperary
CSG Assignment.


 


44

















 


Comet
Ridge Project

Shareholder Deed of Security


Signing page


 


 


	
  DATED:   9 June 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mortgagors

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  as attorney
  for SLOUGH ESTATES

  	
  )

  	
   

  	
   

  
	
  USA INC. under

  	
  )

  	
   

  	
   

  
	
  power of
  attorney

  	
  )

  	
   

  	
   

  
	
  dated

  	
  )

  	
   

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  	
  By executing
  this deed the attorney states that the attorney has received no notice of
  revocation of the power of attorney

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND

  	
  )

  	
   

  	
   

  
	
  DELIVERED as a DEED

  	
  )

  	
   

  	
   

  
	
  by  SLOUGH ESTATES USA
  INC.

  	
  )

  	
   

  	
   

  
	
  by Marshall
  D. Lees, President and

  	
  )

  	
   

  	
   

  
	
  attested by
  Randall Rohner

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
  /s/ MARSHALL
  LEES

  
	
  /s/ RW ROHNER

  	
  )

  	
   

  	
  Signature of
  Marshall D Lees

  
	
  Randall
  Rohner

  	
  )

  	
   

  	
   

  



 


45

















 


	
  SIGNED, SEALED AND

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
  )

  	
   

  	
   

  
	
  DAVID
  BRADSHAW

  	
  )

  	
   

  	
   

  
	
  as attorney
  for TIPPERARY OIL &

  	
  )

  	
   

  	
   

  
	
  GAS CORPORATION  under

  	
  )

  	
   

  	
   

  
	
  power of
  attorney

  	
  )

  	
   

  	
   

  
	
  dated 1 JUNE
  2004

  	
  )

  	
   

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  /s/ D.
  PADMORE

  	
  )

  	
   

  	
  /s/ David L.
  Bradshaw

  
	
  Signature of
  witness

  	
  )

  	
   

  	
  By executing
  this deed the attorney states that the attorney has received no notice of
  revocation of the power of attorney

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  DEANNE
  ELIZABETH PADMORE

  	
  )

  	
   

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  as attorney
  for TIPPERARY
  OIL

  	
  )

  	
   

  	
   

  
	
  & GAS (AUSTRALIA) PTY

  	
  )

  	
   

  	
   

  
	
  LIMITED under
  power of attorney

  	
  )

  	
   

  	
   

  
	
  dated

  	
  )

  	
   

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  	
  By executing
  this deed the attorney states that the attorney has received no notice of
  revocation of the power of attorney

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  Name of witness
  (block letters)

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED by TIPPERARY
  OIL

  	
  )

  	
   

  	
   

  
	
  & GAS (AUSTRALIA) PTY

  	
  )

  	
   

  	
   

  
	
  LIMITED in
  accordance with section

  	
  )

  	
   

  	
   

  
	
  127(1) of
  the Corporations Act by

  	
  )

  	
   

  	
   

  
	
  authority of
  its directors:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  /s/ DAVID L.
  BRADSHAW

  	
  )

  	
   

  	
  /s/ RICHARD
  A. BARBER

  
	
  Signature of
  director

  	
  )

  	
   

  	
  Signature of
  director

  



 


	
   

  	
  )

  	
   

  	
   

  
	
  DAVID
  BRADSHAW

  	
  )

  	
   

  	
  RICHARD
  BARBER

  
	
  Name of
  director (block letters)

  	
  )

  	
   

  	
  Name of
  director (block letters)

  



 


46

















 


Security
Trustee


 


	
  SIGNED, SEALED AND 

  	
  )

  	
   

  	
   

  
	
  DELIVERED by  LEE SUTTON

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  as attorney
  for ANZ FIDUCIARY

  	
  )

  	
   

  	
   

  
	
  SERVICES PTY LTD under power

  	
  )

  	
   

  	
   

  
	
  of attorney

  	
  )

  	
   

  	
   

  
	
  dated 8 June
  2004

  	
  )

  	
   

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
  /s/ D MACFARLANE

  	
  )

  	
   

  	
  /s/ LEE
  SUTTON

  
	
  Signature of
  witness

  	
  )

  	
   

  	
  By executing
  this deed the attorney states that the attorney has received no notice of
  revocation of the power of attorney

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  DUNCAN
  MACFARLANE

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  



 


47